METROPCS COMMUNICATIONS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, Rights Agent Rights Agreement Dated as of March 29, 2007Rights Agreement • April 11th, 2007 • Metropcs Communications Inc • Radiotelephone communications • Delaware
As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. All shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Shares of Common Stock issued after the Distribution Date in connection with certain employee benefit plans or upon conversion of certain securities will be issued with Rights. Except as otherwise determined by the Board of Directors, no other shares of Common Stock issued after the Distribution Date will be issued with Rights.
AMENDED AND RESTATED SERVICES AGREEMENT by and between METROPCS WIRELESS, INC. and ROYAL STREET COMMUNICATIONS, LLCServices Agreement • April 11th, 2007 • Metropcs Communications Inc • Radiotelephone communications • Delaware
This Amended and Restated Services Agreement (this “Agreement”) is executed on December 15, 2005 as of November 24, 2004, by and between Royal Street Communications, LLC, a Delaware limited liability company, with its principal offices located at 611 Hill Street, Southampton, NY 11968 (“Royal Street”), and MetroPCS Wireless, Inc., a Delaware corporation, with its principal offices located at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas (“MetroPCS”). Individually, each of Royal Street and MetroPCS is a “Party” and collectively they are “Parties.”
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and between METROPCS WIRELESS, INC. and ROYAL STREET COMMUNICATIONS, LLCMetropcs Communications Inc • April 11th, 2007 • Radiotelephone communications • New York
This Second Amended and Restated Credit Agreement (this “Credit Agreement”) is executed on December 15,2005 (the “Amendment Effective Date”) as of December 22, 2004, by and between MetroPCS Wireless, Inc., a Delaware corporation (“Lender” or “MetroPCS”), and Royal Street Communications, LLC, a Delaware limited liability company (“Borrower”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET COMMUNICATIONS, LLC by and between C9 WIRELESS, LLC and GWIPCS1, INC. and METROPCS WIRELESS, INC.Limited Liability Company Agreement • April 11th, 2007 • Metropcs Communications Inc • Radiotelephone communications • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET COMMUNICATIONS, LLC (this “Agreement”) is executed on December 15, 2005 as of November 24, 2004, by and between C9 WIRELESS, LLC, a Delaware limited liability company (“C9 Wireless”), GWI PCS1, INC., a Delaware corporation (“GWI”), and MetroPCS Wireless, Inc. (as an authorized assignee of MetroPCS, Inc.’s LLC Interest), a Delaware corporation (the “MPCS Member”).
Common Stock MetroPCS Communications, Inc. UNDERWRITING AGREEMENT April ___, 2007Underwriting Agreement • April 11th, 2007 • Metropcs Communications Inc • Radiotelephone communications • New York
BEAR, STEARNS & CO. INC. BANC OF AMERICA SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED
REGISTRATION RIGHTS AGREEMENT By and Among MetroPCS Communications, Inc. and The Stockholders, as defined herein Dated as of ___, 2007Registration Rights Agreement • April 11th, 2007 • Metropcs Communications Inc • Radiotelephone communications • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the ___day of 2007 by and among (i) MetroPCS Communications, Inc. (the “Company”), a Delaware corporation, (ii) the stockholders listed on Schedule 1 hereto (together with any stockholders who join as Parties pursuant to Section 3.5 of this Agreement, the “Stockholders’’).
